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HomeMy WebLinkAbout2017-044 Aging - UNC OC CARES grant services to be rendered by Jennifer Womack, MS OTR/L . —Please return e this copy to the Clerk to the Board's office for permanent agenda file. (', ) INDEPENDENT CONTRACTOR AGREEMENT This INDEPENDENT CONTRACTOR AGREEMENT ("Contract") is made September 1, 2016 between Orange County and The University of North Carolina at Chapel Hill ("Contractor ") , for clinical services to be rendered by Jennifer Womack, MS OTR/L, employee of Contractor, additional employees of Contractor and students l; under her direct supervision. RECITALS A. orange County Department on Aging is headquartered at 2551 Homestead Road, Chapel Hill, NC 27516 and serves all adults over the age of 60 living in Orange County. Orange County Department on Aging desires to have occupational therapy services provided as part of the Dementia-Capable Communities Outreach including but not limited to occupational therapy functional assessment, caregiver training and support, program evaluation, injury prevention education and wellness promotion through direct services and consultation. B. Orange County desires to retain Contractor for clinical services to be rendered by Jennifer Womack, MS OTR/L, professional colleagues at her request, I` employees of Contractor and students under her direct supervision to perform such services for Orange County under the terms and conditions set forth in the Contract. In consideration of the mutual promises set forth in the Contract, it is agreed €' by and between Orange County and Contractor:. Allied Health Sciences, School of Medicine, University of North Carolina at Chapel Hill. SECTION ONE DESCRIPTION OF SERVICES The services to be performed by Contractor include occupational therapy t inin and support, dementia-s ecific interventions, assessment, caregiver ra g pp p program evaluation, intervention and programmatic services generally performed by occupational therapists including but not limited to assessment of performance of daily living skills and related capacities, functional mobility, community living s kills, transportation use, and provision of related education. Contractor shall provide on-site supervision by faculty of students who are not licensed professionals. Contractors in the roles described below will not collectively exceed 48 hours per week in providing services listed above. SECTION TWO PAYMENT orange County will pay Contractor for occupational therapy services in conjunction with Dementia-Capable Communities Outreach as follows: Clinical Supervisor (Jennifer Womack, MS OTR/L) up to 8 hours per week, and no more than $15,000 per year, including salary and benefits; Occupational Therapist (to be determined) up to 20 hours per week, and no more than $25,000 per year, including salary and benefits. Contractor will also provide Clinical Program ( , leadership and Program Evaluation (to be determined) up to 20 hours per week, tt !f and no more than $50,000 per year, including salary and benefits, Contractor will provide billing reports to Orange County Department on Aging. Contractor will submit quarterly invoices to Orange County Department on Aging for services rendered. Orange County will provide payment to the University within 30 days of receipt of Contractor invoice. SECTION THREE OBLIGATIONS OF CONTRACTOR Contractor will: a. Perform the services under the Contract in strict adherence to the professional standard of care, as well as the applicable professional code of ethics. b. Promptly communicate by telephone or email to the Orange County Department on Aging, interruptions, or problems with scheduling. c. Make every effort to help clients/participants understand the relationship between the Contractor and the Orange County Department on Aging in providing occupational therapy services. d. Maintain all requisite record keeping and documentation at the Orange County Department on Aging, following the county policies on confidentiality and record storage. Contractor records will fully disclose the extent of the services and recommendations provided to each participant. e. Keep confidential any information about client/participants that is shared by Orange County or the client/participant. Such information shall be shared only among Orange County and Contractor staff who need to know in order to coordinate, manage, or deliver services to the client. f. Communicate with Orange County Department on Aging regarding screening tools and assessments used in service provision and to provide to Orange County copies of assessments once completed. g. Provide to clients receiving direct service provision a copy of recommendations and screening tools used in the assessment process. h. Submit invoices quarterly for services rendered, payable within 30 days of receipt. i. Meet with Orange County staff at their request to discuss service provision. • SECTION FOUR OBLIGATIONS OF ORANGE COUNTY • Orange County will provide, at Orange County's sole expense, appropriate administrative support to Contractor, including, but not limited to: staff is assistance as needed, materials and supplies for participants, and appointment scheduling. Orange County will provide Contractor -adequate space/areas for clinical services and program evaluation. Orange County will maintain all records related to screening provided by contractor for three years from the first date of service and in accordance county privacy policies and make records available to contractor for inspection. Orange County shall use its best efforts to provide the support and services described in this Section Four. l(` Orange County will comply with, and ensure its employees will comply with, all applicable federal and state laws and codes of ethics, including but not limited to HIPPA and other privacy or confidentiality laws or codes. SECTION FIVE RELATIONSHIP OF PARTIES The parties agree that Contractor is an independent contractor, and nothing in the Contract creates an employer-employee or a principal-agent relationship, partnership or joint venture between Orange County and Contractor. The Contract also does not create any such relationship between Orange County's employees and Contractor. The conduct and control of Contractor's services performed under the Contract will lie solely with Contractor. On-site students are not and shall not be deemed to be employees or agents of Contractor. . F Orange County will provide Contractor a form 1099 at year end to be submitted to the Federal and State taxing authorities for any fees paid to Contractor by Owner. No Federal, FUTA, Social Security, State of North Carolina or North Carolina Unemployment Tax will be withheld nor deposited on Contractor's behalf. Contractor is urged to consult an accountant for guidance in establishing tax payment schedules which are appropriate for Contractor's situation. Contractor is associated with Owner only on a sub-contractual basis. SECTION SIX t LIABILITY AND INDEMNIFICATION The services to be performed under the Contract will be performed at Contractor's risk, and Contractor assumes all responsibility for practicing according to the laws of the State of North Carolina and the applicable Codes of (! Ethics for professional conduct. Contractor will carry, for the term of the Contract, professional self-liability insurance in an amount acceptable to Orange County: minimum coverage of $1,000,000 per occurrence/$3,000,000 aggregate. Owner agrees to maintain adequate general business liability and hazard insurance for the center, including adequate premise liability insurance during the term of the Contract. To the extent permitted by and in accordance with.the North Carolina Tort Claims Act, Contractor will indemnify Orange County for any liability or loss arising from the negligent actions or omissions of Contractor in Contractor's performance of the Contract. Orange County will be solely responsible for Orange County's acts and omissions and those of its employees, representatives and agents, including but not limited to any and all wrongful acts and negligence of its employees, representatives and agents. To the extent provided by North Carolina law, Orange County will indemnify and hold harmless Contractor with respect to any and all losses, costs, damages or other liabilities, including without limitation reasonable attorneys' fees, arising from the actions or omissions of Orange County and/or its employees, representatives and agents. The indemnification in this Section Six shall survive the termination of the Contract. 1, SECTION SEVEN • TERM AND TERMINATION Unless sooner terminated, the Contract shall remain in force for a term of one (1) year from the date first above written. The Contract may be negotiated and renewed by written agreement of the parties annually. The Contract may be terminated as follows: a. By mutual written consent of the parties; b. By either party upon sixty days' prior written notice to the other; c. By either party upon the other party's material breach of any obligations under the Contract, and the breach is not cured within a reasonable time; d. By contractor upon dissolution, bankruptcy, sale of substantially all of the assets, or a change of managing control of Orange County, or if Orange County ceases to engage in the business of providing senior center services; or e. By Contractor if the practice is no longer located at the address set forth in the Recital A above. • Upon termination of the Contract, Orange County will provide Contractor a full. accounting of and' settle all accounts with Contractor. All clinical records (including but not limited to paper charts and copies of any clinical electronic files related to Contractor's clients and practice) shall remain the property of Contractor. However, accounting records and copies of all electronic files will remain the property of Orange County, as is required for appropriate facility • operation,, handling of records requests, tax preparation, processing of insurance claims, and participation in facility provider network audits. SECTION EIGHT ( MISCELLANEOUS The Contract constitutes the entire agreement between Orange County and Contractor with respect to the subject matter in the Contract and supersedes all E` prior discussions, communications, understandings, and agreements, whether oral or written. . The Contract may not be amended, nor modified except in writing duly executed by both Orange County and Contractor. Neither Orange County nor Contractor may assign, in whole or in part, the Contract or any of their respective rights or obligations under the Contract, without the prior written consent of the other party. The Contract may be executed in several counterparts, each of which will be deemed an original, and all of which will constitute one and the same instrument. • • • • t • • I.` s The parties agree that the laws of the State of North Carolina will govern and control the validity, interpretation, performance, and enforcement of the Contract. , In witness whereof, the parties have executed the Contract, under seal and in such form as to be binding the day and year first above written. FOR AND ON BEHALF OF ORANGE FOR AND ON BEHALF OF THE COUNTY UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL ' i ,,, /7/7/ ,I 46 zfritd i ' J „i , Acting for Bonnie Hammersley William Rope , Dean, Orange Coun y anager Schoolidf M icine and Vice Date: / ,P0/1 Chancellor for Medical l`((( Affairs, UNC-Chapel Hill Date: h'° t SOP/ "/ ,A, I' 0442/ Ste. en Hooper, PhD Chair, Department o',llied Health Sciences, UNC-Chapel Hill 6\S�I 1 , Date I Ruth Humphry PhD OTR' it, Director, Division of Occupational Therapy, Dept. of Allied Health Sciences, U'13/N/CTp71 Hill Date 7 l „,t.,----------YY(ouTN,'k(km.k------- Matthew A. Mauro, MD, FACR FS3:R, F CEO, UNC acuity P ysicians : Date t.